Summary

  • RIPE NCC proposes making the Managing Director an executive director and today's elected Executive Board members non-executive directors, with daily-management responsibility and corresponding liability moving to the executive side.
  • Before a General Meeting decides on amended Articles, members need an article-by-article table showing which organ gains, keeps, delegates, supervises and answers for every material power.

Formalising practice still changes legal authority

The RIPE NCC Executive Board decided at its 191st meeting to pursue a one-tier Board model. Its stated diagnosis is unusually clear. Although the current organ is called the Executive Board, daily operations are performed by the Management Team and supervised by the Board. The proposed structure would recognise that practice in the Articles of Association.

Under the proposal described in the minutes, the Managing Director would become an executive director. The current elected Executive Board members would become non-executive directors. Primary responsibility for daily management, together with the corresponding liability, would formally pass from the present Board and future non-executive directors to the Management Team and future executive directors. The non-executives would supervise the executives.

That can be a sound accountability move. People who exercise daily control should not sit outside the formal chain of responsibility. But “formalise current practice” is a description of purpose, not a complete account of legal effect. A constitutional amendment changes what an office may do, who may stop it, whose signature binds the association and where a member goes when the allocation is disputed.

The Board instructed the Managing Director to prepare amendments for Board review and approval before a General Meeting, no earlier than October 2026. The proposal was presented in the Board report to the May General Meeting, and the Board reviewed proposed changes to the Articles in June. At the evidence freeze, the public record used for this article does not establish that members have adopted final text.

One tier does not mean one undifferentiated power

A one-tier Board places executive and non-executive directors within one corporate organ, but the label does not settle their internal division of work. The decisive questions live below the diagram.

Can an executive director enter a high-value contract alone? Which decisions remain reserved to the whole Board? May non-executives issue a binding instruction on an operational matter, or only supervise and intervene through specified Board mechanisms? Who appoints, suspends and removes an executive director? What information must management provide, at what interval and in what form? When does a conflict exclude a director from papers as well as from a vote?

The answers matter because responsibility is being reassigned explicitly. If executives carry management liability without clear operating authority, the reform creates nominal accountability. If non-executives retain broad informal control while their formal responsibility narrows, it creates shadow authority. If every question is simply assigned to “the Board,” members will not be able to see which director type was meant to act.

Earlier RIPE NCC minutes note that other regional Internet registries use one-tier structures. That is relevant experience, not constitutional proof. The same name can sit on different appointment rules, member reservations, indemnities and supervisory duties. RIPE NCC members must be able to evaluate their own text.

Publish the authority migration table with the redline

The explanatory material should include a row for every material duty or decision in the current and proposed Articles. Each row should identify:

  • the present organ and the proposed organ;
  • whether the power is executive, supervisory, representative or reserved to members;
  • whether delegation is allowed, to whom and under what record;
  • appointment, suspension and removal authority;
  • quorum, voting threshold and casting-vote treatment;
  • conflicts, recusals and access to papers;
  • information and reporting rights;
  • the evidence that proves supervision occurred;
  • external representation and signature authority;
  • the liability allocation and any member remedy;
  • the effective date, transitional owner and unresolved question;
  • the exact citation to the current clause and proposed redline.

This is not a request for an abstract governance essay. It is a control document. A member should be able to select any current power, follow it across the amendment and see who performs it, who reviews it and who can reverse or challenge it.

The table should distinguish the legal organ from the people occupying it. “Managing Director,” “executive director,” “Management Team,” “non-executive director,” “Board” and “General Meeting” are not interchangeable labels. Participation in a meeting does not itself confer authority; a job title does not prove a reserved power; supervision is not the same act as management.

The cutover needs its own record

Constitutional transitions fail in the interval between old and new authority. The amendment package should therefore state the effective time, the status of the incumbent Managing Director, how existing Board terms convert, which delegations survive, and who owns decisions already in progress. Existing contracts, bank mandates, powers of attorney, employment decisions and pending disputes should not depend on an implied handover.

The first meeting under the new model should approve an authority snapshot: director roles, reserved matters, active delegations, signature limits, conflicts, committees and reporting schedule. That snapshot should be retained with the resolutions that activate the model.

Members are not being asked merely whether “one tier” sounds modern or familiar. They are being asked to authorise a new allocation of corporate power. The decision package should let them see that allocation before they vote, not reconstruct it from later practice.

Sources